Annual Report and Consolidated Accounts 2015
II.1.5.
The Board of Directors or the General and
Audit Committee, depending on the applicable
model, should set goals in terms of risk-taking
and create systems for their control to
ensure that the risks effectively incurred are
consistent with those goals.
Adopted
Part I
Number 50 of
this Corporate
Governance
Report.
II.1.6.
The Board of Directors shall include a
number of non-executive members ensuring
effective monitoring, supervision and
assessment of the activity of the remaining
members of the board.
Adopted
Parte I
Numbers 17 and 18
of this Corporate
Governance
Report.
II.1.7.
Non-executive members shall include an
appropriate number of independent members,
taking into account the adopted governance
model, the size of the company, its shareholder
structure and the relevant free float. The
independence of the members of the General
and Supervisory Board and members of the
Audit Committee shall be assessed as the law in
force states. The others members of the Board
of Directors are considered independent if the
member is not associated with any specific
group of interests in the company nor is under
any circumstance likely to affect an exempt
analysis or decision, particularly due to:
a. Having been an employee at the company
or at a company holding a control or group
relationship within the last three years;
b. Having, in the past three years, provided
services or established commercial
relationship with the company or company
with which it is in a control or group
relationship, either directly or as a partner,
board member, manager or director of a legal
person;
c. Being paid by the company or by a company
with which is in a control group relationship
besides the remuneration arising from the
exercise of the functions of a board member;
d. Living with a partner or a spouse, relative
or any first degree next of kin and up to
and including the third degree of collateral
affinity of board members or natural persons
that are direct and indirectly holders of
qualifying holdings;
e. Being a qualifying shareholder or
representative of a qualifying shareholder.
Adopted
Part I
Number 18 of
this Corporate
Governance
Report.
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